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COMPETITION TRIBUNAL OF SOUTH AFRICA

Case No.: LM209Mar21

In the matter between:

 

PrimeGrowth Retail Property (Pty) Ltd                                                      Primary Acquiring Firms

Atterbury Mile (Pty) Ltd Twin City Trading 2 (Pty)Ltd

And

Hyprop Investments Ltd in respect of the                                                         Primary Target Firms

Rental Enterprise Known as Atterbury Value Mart

Panel:

Y Carrim (Presiding Member)

AW Wessels (Tribunal Panel Member) A Ndoni (Tribunal Panel Member)

Heard on:                    14 April 2021

Order Issued on:          14 April 2021

Reasons Issued on:      14 April 2021

Further to the recommendation of the Competition Commission in terms of section 14A(1)(b) of the Competition Act, 1998 (”the Act”) the Competition Tribunal orders that -

1.      the merger between the abovementioned parties be approved in terms of section 16(2)(a) of the Act; and

2.      a Merger Clearance Certificate be issued in terms of Competition Tribunal Rule 35(5)(a).

Presiding Member                                                     Date: 14 April 2021

 Ms Yasmin Carrim

Concurring: Mr Andreas Wessels and Ms Andiswa Ndoni

COMPETITION TRIBUNAL OF SOUTH AFRICA

Case no: LM180Jan21

PrimeGrowth Retail Property (Pty) Ltd                                                    Primary Acquiring Firms

Atterbury Mile (Pty) Ltd

Twin City Trading 2 (Pty)Ltd

And

Hyprop Investments Ltd                                                                                     Primary Target Firm

in respect of the rental enterprise known as Atterbury Value Mart

REASONS FOR DECISION

[1]  On 14 April 2021, the Competition Tribunal unconditionally approved the large merger between PrimeGrowth Retail Property (Pty) Ltd (“PrimeGrowth Retail”), Atterbury Mile (Pty) Ltd (“Atterbury Mile”), and Twin City Trading 2 (Pty) Ltd (“Twin City Trading 2”) as the acquiring firms and Hyprop Investments Ltd (“Hyprop Investments”) in respect of the rental enterprise known as Atterbury Value Mart (“Target Property”).

[2] The transaction involves PrimeGrowth Retail, Atterbury Mile and Twin City Trading 2, each acquiring a one third undivided share of the Target Property from Hyprop Investments, as a going concern. The acquiring firms, operating as a joint venture, will have joint control over the Target Property post-merger.

[3] The first acquiring firm is PrimeGrowth Retail, a newly incorporated company wholly owned by Pacific Paramount Properties Proprietary Limited, which operates as a real estate company specialising in shopping centre leasing, management, sales, and retail tenant representation and has shopping centres located throughout South Africa.

[4] The second acquiring firm is Atterbury Mile, a newly incorporated company wholly owned by Mile Investments 225 Proprietary Limited, which is a property owning and development group with interests in the property investment industry in South Africa.

[5] The third acquiring firm is Twin City Trading 2, a newly incorporated company controlled by Twin City Development Proprietary Limited, which primarily invests in properties in the residential and retail markets and has minor investments in the game farming and conservation industry and in software application.

[6] The Target Property is a value centre situated at 2001 Atterbury Road, Faerie Glen, Pretoria and comprises approximately 48,605m2 of rentable retail space.

[7] The Competition Commission identified a horizontal overlap in the activities of the merging parties. The impact of the transaction was, therefore, assessed on the market for rentable retail space in comparative centres within a 15km radius of the Target property. Post-merger, the merged entity will have a market share of less than 5% in this market and continue to face competition from other players.1

[8] No third parties raised concerns regarding the effects of the proposed transaction on competition.

[9] Accordingly, the transaction does not give rise to any competition concerns.

[10] The merger parties also made an unequivocal undertaking that there shall be no retrenchments as a result of the proposed transaction. The transaction does not give rise to any other public interest concerns.

Signed by:Yasmin Tayob Carrim Signed at:2021-04-14 15:26:58 +02:00

Reason:Witnessing Yasmin Tayob Carrim

Date: 14 April2021

Ms Yasmin Carrim

Mr Andreas Wessels and Ms Andiswa Ndoni concurring

 

Tribunal Case Manager:      D Mogapi

For the Merging Parties:      Vani Chetty of Vani Chetty Competition Law (Pty) Ltd For the Commission:     R Ncheche, R Maphwanya and A Mfuphi

 

1 Retail centres that are within a 15km radius of the Target Property, such as Brooklyn Mall and Brooklyn Square, Menlyn Park Shopping Centre, Menlyn Maine and Cherry Lane, amongst others.

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